Freescale Group definition
Examples of Freescale Group in a sentence
Freescale shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth in this Agreement to be performed by any member of the Freescale Group.
For purposes of this Agreement, after the Effective Date, the SPS Business will be deemed to be the business of Freescale and the Freescale Group, and all references made in this Agreement to Freescale as a party which operates as of a time following the Effective Date, will be deemed to refer to all members of the Freescale Group as a single party, where appropriate.
Each member of the Freescale Group hereby expressly reserves all rights in and to all Freescale Patent and Non-Patent Intellectual Property Rights not expressly granted herein.
In such event, provided Motorola has notified Freescale of such additional Contracts or amendments to existing Contracts, Freescale will not thereafter take or fail to take, as applicable, and Freescale will cause the other members of the Freescale Group not to take or fail to take, as applicable, any actions that reasonably could result in Motorola being in breach of or in default under any such additional Contracts or amendments to existing Contracts.
Without limiting the generality of the foregoing, Freescale will provide all required financial information with respect to the Freescale Group to Freescale’s Auditors in a sufficient and reasonable time and in sufficient detail to permit Freescale’s Auditors to take all steps and perform all reviews necessary to provide sufficient assistance to Motorola’s Auditors with respect to information to be included or contained in the Motorola Annual Statements.
Freescale will, and Freescale will cause its respective Group members and its Representatives to, hold in strict confidence the confidential and proprietary Information of third Persons to which any member of the Freescale Group has access, in accordance with the terms of any agreements entered into prior to the Effective Date between members of the Motorola Group (whether acting through, on behalf of, or in connection with, the SPS Business) and such third Persons.
With reasonable promptness, Freescale will deliver to Motorola such additional financial and other information and data with respect to the Freescale Group and their business, properties, financial positions, results of operations and prospects as from time to time may be reasonably requested by Motorola.
Prior to any printing or public release of any Motorola Public Filing, an appropriate executive officer of Freescale will, if requested by Motorola, certify that the information relating to any Freescale Group member or the SPS Business in such Motorola Public Filing is accurate, true, complete and correct in all material respects.
Freescale agrees not to, and Freescale will cause each other member of the Freescale Group not to, export, re-export or otherwise transfer any commodities or technology received from any member of the Motorola Group in connection with the Contribution or otherwise, except in accordance with applicable export control regulations, including, without limitation, the applicable export control regulations of the United States.
In addition to the foregoing, no Quarterly Financial Statement or any other document which refers, or contains information not previously publicly disclosed with respect to the ownership of Freescale by Motorola, the separation of Freescale from Motorola or the Distribution will be filed with the SEC or otherwise made public by any Freescale Group member without the prior written consent of Motorola.